Section 304-C:22 Effects of Merger. - New Hampshire Statutes

A merger has the following effects:
   I. The business entities that are parties to the merger agreement shall be a single entity, which shall be the entity designated in the plan of merger as the surviving entity;
   II. Each party to the merger agreement, except the surviving entity, shall cease to exist;
   III. The surviving entity shall thereupon and thereafter possess all the rights, privileges, immunities, and powers of each constituent entity and shall be subject to all the restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the type of business entity that is the surviving entity;
   IV. All property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the constituent entities shall be vested in the surviving entity without further act or deed;
   V. The title to all real estate and any interest therein, vested in any such constituent entity shall not revert or be in any way impaired by reason of such merger;
   VI. The surviving entity shall thenceforth be liable for all liabilities and obligations of each of the constituent entities so merged, and any claim existing or action or proceeding pending by or against any such constituent entity may be prosecuted as if such merger had not taken place, or the surviving entity may be substituted in the action;
   VII. Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger; and
   VIII. The interests in a limited liability company or shares or other interests in a corporation, general partnership or limited partnership that are to be converted or exchanged into interests, shares or other securities, cash, obligations or other property under the terms of the merger agreement are so converted, and the former holders thereof are entitled only to the rights provided in the merger agreement or the rights otherwise provided by law.

Source. 1993, 313:1, eff. July 1, 1993.